Eastern Bankshares (NASDAQ: EBC) reveals 2025 director, pay and auditor votes

Rhea-AI Filing Summary

Eastern Bankshares, Inc. reported the results of its 2025 annual meeting of shareholders held on May 19, 2025. Shareholders voted on three proposals: electing five directors for a two-year term expiring in 2027, an advisory vote on executive compensation, and ratifying the appointment of Ernst & Young LLP as the independent registered public accounting firm for the 2025 fiscal year.

All five director nominees—Richard E. Holbrook, Deborah C. Jackson, Peter K. Markell, Linda M. Williams and Andargachew S. Zelleke—received substantial majorities of votes cast and were elected. The advisory vote on executive compensation received 156,883,796 votes for, 9,717,870 votes against and 2,253,230 abstentions, indicating strong but not unanimous support. Shareholders also ratified the appointment of Ernst & Young LLP, with 182,376,762 votes for, 3,694,957 against and 2,524,132 abstentions. The company notes that this report was inadvertently not filed within four business days of the meeting date.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 19, 2025

EASTERN BANKSHARES, INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts		001-39610		84-4199750
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

125 High Street,
Boston, Massachusetts		02110
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 327-8376

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		EBC		Nasdaq Global Select Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 19, 2025, Eastern Bankshares, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”), at which the shareholders of the Company considered and acted upon three proposals: (1) to elect five directors for a two-year term expiring in 2027; (2) to hold an advisory vote on executive compensation; and (3) to ratify the appointment of Ernst & Young LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the Company’s 2025 fiscal year. The results of the shareholder voting are set forth below. (This Current Report on Form 8-K inadvertently was not filed within four business days of the date of the Annual Meeting.)

1. Election of Directors. By the vote reported below, the shareholders elected the following five nominees to serve as directors of the Company for a two-year term to end at the Company’s 2027 annual meeting of shareholders:

Nominee		Votes For		Votes Against		Abstentions		Broker Non- Votes
Richard E. Holbrook		162,851,912		3,661,726		2,341,258		19,740,955
Deborah C. Jackson		161,624,220		4,164,385		3,066,290		19,740,956
Peter K. Markell		162,306,250		4,010,462		2,538,183		19,740,956
Linda M. Williams		163,896,385		2,393,351		2,565,159		19,740,956
Andargachew S. Zelleke		162,830,629		3,448,492		2,575,775		19,740,955

2. Advisory Vote on Named Executive Officer Compensation. By the vote reported below, the shareholders approved, on an advisory basis, the compensation paid to the named executive officers of the Company, as set forth in the Company’s Proxy Statement:

Votes For		Votes Against		Abstentions		Broker Non-Votes
156,883,796		9,717,870		2,253,230		19,740,955

3. Ratification of the Appointment of Ernst & Young LLP. By the vote reported below, the shareholders ratified the appointment of Ernst & Young LLP by the Audit Committee of the Company’s Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. There were no broker non-votes on this matter.

Votes For		Votes Against		Abstentions
182,376,762		3,694,957		2,524,132

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

				EASTERN BANKSHARES, INC.
				By:		/s/ R. David Rosato
DATE: August 29, 2025						R. David Rosato
						Chief Financial Officer

FAQ

What did Eastern Bankshares, Inc. (EBC) shareholders vote on at the 2025 annual meeting?

Shareholders voted on three items: electing five directors for terms expiring in 2027, an advisory vote on executive compensation, and ratifying Ernst & Young LLP as the independent registered public accounting firm for the 2025 fiscal year.

Were the director nominees elected at Eastern Bankshares, Inc. (EBC) 2025 annual meeting?

Yes. All five nominees—Richard E. Holbrook, Deborah C. Jackson, Peter K. Markell, Linda M. Williams and Andargachew S. Zelleke—were elected with large majorities of votes cast and additional broker non-votes recorded on each nominee.

How did Eastern Bankshares, Inc. (EBC) shareholders vote on executive compensation in 2025?

The advisory vote on executive compensation received 156,883,796 votes for, 9,717,870 against and 2,253,230 abstentions, along with broker non-votes, showing strong support for the company’s pay practices.

Did Eastern Bankshares, Inc. (EBC) shareholders ratify Ernst & Young LLP for 2025?

Yes. Shareholders ratified the appointment of Ernst & Young LLP as Eastern Bankshares, Inc.’s independent registered public accounting firm for the 2025 fiscal year, with 182,376,762 votes for, 3,694,957 against and 2,524,132 abstentions.

Was there any note about the timing of Eastern Bankshares, Inc. (EBC) 8-K filing on the annual meeting results?

Yes. The company stated that this report on the annual meeting results was inadvertently not filed within four business days of the May 19, 2025 meeting date.

Who signed the Eastern Bankshares, Inc. (EBC) 8-K reporting the 2025 annual meeting results?

The report was signed on behalf of Eastern Bankshares, Inc. by R. David Rosato, the company’s Chief Financial Officer.